Note: This document has been translated from a part of the Japanese original for reference purposes only. In
the event of any discrepancy between this translated document and the Japanese original, the original shallprevail. The Company assumes no responsibility for this translation or for direct, indirect or any other formsof damages arising from the translation.
(Stock Exchange Code 6309)
January 11, 2017
To Shareholders with Voting Rights:
Hitoshi Yamamoto
President
Tomoe Engineering Co., Ltd.
5-15 Kitashinagawa 5-chome,
Shinagawa-ku, Tokyo, JapanNOTICE OF
THE 87TH ANNUAL SHAREHOLDERS MEETING
Dear Shareholders:
We would like to express our appreciation for your continued support and patronage.
You are cordially invited to attend the 87th Annual Shareholders Meeting of Tomoe Engineering Co., Ltd.
(the “Company”). The meeting will be held for the purposes as described below.
If you are unable to attend the meeting, you can exercise your voting rights in writing. Please review
the attached Reference Documents for the Shareholders Meeting, indicate your vote for or against the
proposal on the enclosed Voting Rights Exercise Form and return it so that it is received by 5:30 p.m. on
Thursday, January 26, 2017, Japan time.
1. Date and Time:

Friday, January 27, 2017 at 10:00 a.m., Japan time

2. Place:

Green Wind, GardenCity Shinagawa on the 1st floor of SHINAGAWA GOOS
located at 13-3, Takanawa 3-chome, Minato-ku, Tokyo, Japan

3. Meeting Agenda:
Matters to be reported: (1) The Business Report, Consolidated Financial Statements for the Company’s
87th Fiscal Year (from November 1, 2015 to October 31, 2016) and results ofaudits by the Accounting Auditor and the Audit & Supervisory Board of theConsolidated Financial Statements(2) Non-consolidated Financial Statements for the Company’s 87th Fiscal Year(from November 1, 2015 to October 31, 2016)
Proposals to be resolved:
Appropriation of Surplus
Proposal 1:
Partial Amendments to the Articles of Incorporation
Proposal 2:
Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Proposal 3:
Committee Members)
Election of Four Directors serving as Audit & Supervisory Committee Members
Proposal 4:
Election of One Substitute Director serving as Audit & Supervisory Committee
Proposal 5:
MemberEstablishment of the Amount of Remuneration, etc. for Directors (excluding
Proposal 6:
Directors serving as Audit & Supervisory Committee Members)
Establishment of the Amount of Remuneration, etc. for Directors serving as
Proposal 7:
Audit & Supervisory Committee Members
Payment of Bonuses to Officers
Proposal 8:-1-〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰〰
◎ When attending the meeting, please submit the enclosed Voting Rights Exercise Form at the receptiondesk.
◎ Should the Reference Documents for the Shareholders Meeting, Business Report, Consolidated Financial
Statements and Non-consolidated Financial Statements require revisions, the revised versions will be
posted on the Company’s website (http://www.tomo-e.co.jp/).
◎ From among the documents to be attached to this notice, Notes to the Consolidated Financial Statements
and Notes to the Non-consolidated Financial Statements are posted on the Company’s website(http://www.tomo-e.co.jp/) in accordance with laws and ordinances and the Articles of Incorporation of
the Company. Therefore, they are not stated in the Appendix provided with this notice.
Please be advised that no souvenirs will be provided to the shareholders attending the shareholders
meeting.

-2-

Reference Documents for the Shareholders Meeting
Proposals and References
Proposal 1:

Appropriation of Surplus

1. Matters regarding the year-end dividend
As its basic policy, the Company will implement appropriate and stable dividends while seeking toincrease internal reserves to reinforce its financial position and management foundation, and byconsidering consolidated operating results, the group’s medium-term business strategy and otherfactors in a comprehensive manner.
Based on the above policy, the year-end dividend of 22.50 yen per share for the current fiscal year is
proposed by considering the operating results for the fiscal year ended October 31, 2016 and thefuture outlook.
(1) Matters regarding the assignment of assets to be distributed to shareholders and the total amountthereof22.50 yen per share of the Company’s common stock, in a total amount of 224,516,993 yen
As the Company has already paid the interim dividend of 22.50 yen per share, the annual
dividend for the fiscal year ended October 31, 2016 will amount to 45 yen per share.
(2) The date on which dividends of retained earnings become effective
January 30, 2017
2. Matters regarding appropriation of surplus
Regarding the internal reserves, the Company proposes as follows to reinforce the managementfoundation in preparation for the future business development.
(1) Item of surplus to be increased and the amount thereof
General reserve of 400,000,000 yen(2) Item of surplus to be decreased and the amount thereof
Retained earnings brought forward of 400,000,000 yen-3-Proposal 2:

Partial Amendments to the Articles of Incorporation

1. Reasons for the proposal
The Company has so far strengthened its corporate governance structure for the purposes ofimproving the soundness, transparency, and efficiency of business execution. Upon its shift to acompany with Audit & Supervisory Committee, it intends to further reinforce the supervisory
function of the Board of Directors and further enhance its corporate governance structure by vesting
the Directors serving as Audit & Supervisory Committee Members (the majority of whom are
Outside Directors) with voting rights at the Board of Directors meetings.
(1) In accordance with its shift to a company with Audit & Supervisory Committee, the Company
will establish new provisions relating to the Audit & Supervisory Committee and Audit &Supervisory Committee Members while deleting or otherwise amending provisions relating to
Audit & Supervisory Board Members and the Audit & Supervisory Board.
(2) The Company will establish a new provision that enables the Board of Directors, by its
resolutions, to delegate all or a part of the decision-making on important business execution to
Directors.
(3) The Company will amend Article 28 (Exemption of Liability by Directors) of the current Articles
of Incorporation to enable it to enter into liability limitation agreements with non-executive
Directors so that Outside Directors and other non-executive Directors may fully perform their
expected roles. Each Audit & Supervisory Board Member has previously given his/her approvalto the amendment to the current Article 28.
(4) To ensure the agile implementation of dividend and capital policies, the Company will establish a
new Article 34 of the proposed amendments to enable the Company to determine the distributionof retained earnings, etc. by a resolution of the Board of Directors pursuant to the provision of
Article 459, Paragraph 1 of the Companies Act, and at the same time delete Article 7 of thecurrent Articles of Incorporation, which overlaps with a part of Article 34 of the proposed
amendments.
(5) In accordance with the establishment, amendment, and deletion of articles as described above, theCompany will renumber relevant articles, adjust the wording, and add other necessary changes to
the Articles of Incorporation.
2. Details of amendments
Details of the proposed amendments are as follows.
The partial amendments to the Articles of Incorporation under this proposal shall become effectiveat the conclusion of this Annual Shareholders Meeting.
(Underlined parts are amended)
Proposed Amendments

Current Articles of Incorporation
Chapter 1 General Provisions

Chapter 1 General Provisions(Corporate Governance)(Corporate Governance)
Article 4. The Company shall have general meetings Article 4. The Company shall have general meetingsof shareholders, directors, and the followingof shareholders, directors, and the following
Corporate Governance in place:
Corporate Governance in place:
1. Board of Directors
1. Board of Directors
2. Corporate Auditors(Deleted)
3. Board of Corporate Auditors(Deleted)(Newly established)
2. Audit & Supervisory Committee
4. Accounting Auditors
3. Accounting Auditors-4-

Current Articles of Incorporation
Chapter 2 Shares

Proposed Amendments
Chapter 2 Shares(Acquisition of Treasury Stocks)
Article 7. Pursuant to paragraph 2 of Article 165 of
the Corporate Law, the Company may
acquire treasury stocks on the open market
under paragraph 1 of the said article by aresolution of the Board of Directors.

(Deleted)

Articles 8.-11.

(Omitted)

Articles 7.-10.

Chapter 3 General Meetings of Shareholders
Articles 12.-13.

(Unchanged)

Chapter 3 General Meetings of Shareholders(Omitted)

Articles 11.-12.

(Unchanged)(Convener and Chairman)(Convener and Chairman)
Article 14. The president and director shall convene Article 13.
(Unchanged)
general meetings of shareholders as thechairperson;(2) If the president and director cannot attend(2) If the president and director cannot attend
such meetings, one of the other directors
such meetings or the position of theshall convene the general meetings ofpresident and director is vacant, one of theshareholders and act as chairperson in order
other directors shall convene the generalof precedence previously determined by themeetings of shareholders and act asBoard of Directors.
chairperson in order of precedence
previously determined by the Board of
Directors.
Articles 15.-18.

(Omitted)

Articles 14.-17.

Chapter 4 Directors and Board of Directors(Unchanged)

Chapter 4 Directors and Board of Directors(Number)(Number)
Article 19. The number of directors of the Company Article 18. The number of directors (excluding
shall not exceed twelve (12).
directors serving as Audit & Supervisory
Committee Members) of the Company shallnot exceed twelve (12).
(Newly established)(2) The number of directors serving as Audit& Supervisory Committee Members of theCompany shall not exceed four (4).
(Method of Election)
Article 20. All directors shall be elected at general
meetings of shareholders;(2) With respect to resolutions for election
specified in the foregoing paragraph, thepresence of shareholders holding at least
one-third (1/3) of voting rights who areentitled to exercise such voting rights shallbe required, and resolutions shall be
adopted by a majority of such voting rights.
(3) Resolutions to elect directors shall not bemade by cumulative voting.

(Method of Election)
Article 19. All directors shall be elected at general
meetings of shareholders distinguishing
between directors serving as Audit &Supervisory Committee Members and otherdirectors;(Unchanged)-5-(Unchanged)

Current Articles of Incorporation(Newly established)(Term of Office)
Article 21. The term of office of directors shall
expire at the close of the ordinary general
meetings of shareholders for the lastbusiness year ending within two (2) years
after election.
(Newly established)(2) The term of office of directors elected tofill a vacancy or increase the number of
directors shall expire when the term ofoffice of the other directors then in officeshall expire.
(Newly established)

Proposed Amendments(4) The resolution for the election of a
substitute director serving as Audit &Supervisory Committee Member shall
expire at the beginning of the ordinary
general meetings of shareholders for the lastbusiness year ending within two (2) years
after the resolution.
(Term of Office)
Article 20. The term of office of directors (excluding
directors serving as Audit & Supervisory
Committee Members) shall expire at theclose of the ordinary general meetings ofshareholders for the last business year
ending within one (1) year after election.
(2) The term of office of directors serving as
Audit & Supervisory Committee Members
shall expire at the close of the ordinary
general meetings of shareholders for the lastbusiness year ending within two (2) years
after election.
(Deleted)(3) The term of office of a director serving as
Audit & Supervisory Committee Member
elected to fill a vacancy caused by theretirement of another director serving as
Audit & Supervisory Committee Member
prior to the expiry of his/her term of officeshall expire when the term of office of theretired director serving as Audit &Supervisory Committee Member expires.

(Representative Directors)
Article 22. Representative directors shall be electedby a resolution of the Board of Directors.

(Representative Directors)
Article 21. Representative directors shall be electedfrom among directors (excluding directors
serving as Audit & Supervisory Committee
Members) by a resolution of the Board of
Directors.

(Directors with Specific Titles)
Article 23.
(Omitted)(Directors with Specific Titles)
Article 22.
(Unchanged)(Meeting Notices of the Board of Directors)(Meeting Notices of the Board of Directors)
Article 24. Meeting notices of the Board of Directors Article 23. Meeting notices of the Board of Directors
shall be sent to each director and corporate
shall be sent to each director three (3) days
auditor three (3) days prior to the date ofprior to the date of such meetings. Provided,such meetings. Provided, however, thehowever, the period may be shortened in an
period may be shortened in an emergency.
emergency.
(2) With the consent of all directors and(2) With the consent of all directors, meetings
corporate auditors, meetings of the Board ofof the Board of Directors may be held
Directors may be held without following thewithout following the procedure to convene
procedure to convene meetings.
meetings.

-6-

Current Articles of Incorporation
Proposed Amendments(Omission of Resolutions by the Board of Directors) (Omission of Resolutions by the Board of Directors)
Article 25. If all directors who are entitled to vote on Article 24. If a director proposes matters to be
proposals at meetings of the Board ofresolved by the Board of Directors and all
Directors indicate their intention to agree todirectors who are entitled to vote on thesuch proposals in writing or by means ofapplicable proposals at meetings of theelectromagnetic record, the resolution to
Board of Directors indicate their intention
approve the applicable proposals shall beto agree to such proposals in writing or bydeemed to have been made at a meeting ofmeans of electromagnetic record, thethe Board of Directors, unless otherwise
resolution to approve the applicable
opposed by the corporate auditors.
proposals shall be deemed to have been
made at a meeting of the Board of
Directors.
(Newly established)(Delegation of Decision-making on Important
Business Execution)
Article 25. Pursuant to paragraph 6 of Article 399-13
of the Corporate Law, the Board of
Directors of the Company may pass a
resolution to delegate all or a part of thedecision-making on important businessexecution (excluding matters specified ineach item of paragraph 5 of the same
article) to Directors.

(Regulations of the Board of Directors)
Article 26. All matters related to the Board of
Directors shall be governed by theRegulations of the Board of Directors
determined by the Board of Directors otherthan as stipulated by laws, ordinances, orthese Articles of Incorporation.

(Regulations of the Board of Directors)
Article 26. All matters related to the Board of
Directors shall be governed by theRegulations of the Board of Directors
determined at meetings of the Board of
Directors other than as stipulated by laws,
ordinances, or these Articles ofIncorporation.

(Remuneration)
Article 27. Remuneration, bonuses, and otherproprietary benefits (hereinafter referred toas “remuneration”) provided by theCompany as compensation for the
execution of the duties of directors shall be
determined by a resolution of the general
meetings of shareholders.

(Remuneration)
Article 27. Remuneration, bonuses, and otherproprietary benefits provided by theCompany as compensation for the
execution of the duties of directors shall be
determined by a resolution of the general
meetings of shareholders distinguishing
between directors serving as Audit &Supervisory Committee Members and otherdirectors.

(Exemption of Liability by Directors)(Exemption of Liability by Directors)
Article 28. Pursuant to paragraph 1 of Article 426 of Article 28.
(Unchanged)
the Corporate Law, the Board of Directorsof the Company may pass a resolution to
exempt directors (including former
directors) from liability for any damage that
may result from failure to execute theirduties to the extent required by laws andordinances.

-7-

Current Articles of Incorporation(2) Pursuant to paragraph 1 of Article 427 of
the Corporate Law, the Company may enter
into agreements with outside directors that
limit their liability for any damage that may
result from failure to execute their duties tothe amount of the minimum liability set
forth under paragraph 1 of Article 425 of
the Corporate Law.

Proposed Amendments(2) Pursuant to paragraph 1 of Article 427 of
the Corporate Law, the Company may enter
into agreements with directors (excluding
executive directors, etc.) that limit their
liability for any damage that may result
from failure to execute their duties to theamount of the minimum liability set forth
under paragraph 1 of Article 425 of the
Corporate Law.

Chapter 5 Corporate Auditors and Board of
Corporate Auditors
Articles 30.-37.

(Deleted)(Omitted)(Deleted)(Newly established)

Chapter 5 Audit & Supervisory Committee(Newly established)(Full-time Audit & Supervisory Committee
Members)
Article 30. The Audit & Supervisory Committee
may appoint full-time Audit & Supervisory
Committee Members by resolution.

(Newly established)(Meeting Notices of the Audit & Supervisory
Committee)
Article 31. Meeting notices of the Audit &Supervisory Committee shall be sent toeach Audit & Supervisory Committee
Member three (3) days prior to the date ofsuch meetings. Provided, however, thatsuch period may be shortened in an
emergency.
(2) With the consent of all Audit &Supervisory Committee Members, meetingsof the Audit & Supervisory Committee may
be held without following the procedure toconvene meetings.

(Newly established)(Regulations of the Audit & Supervisory Committee)
Article 32. All matters related to the Audit &Supervisory Committee shall be governedby the Regulations of the Audit &Supervisory Committee determined by the
Audit & Supervisory Committee other thanthe laws, ordinances, or these Articles ofIncorporation.

Chapter 6 Accounting

Chapter 6 Accounting(Financial Year)
Article 38.

(Omitted)(Financial Year)
Article 33.

-8-(Unchanged)

Current Articles of Incorporation(Distribution of Retained Earnings)
Article 39. Dividends from retained earnings shall be
distributed to shareholders or registeredshare pledgees as specified or recorded in
the final register of shareholders as of
October 31 of every year.

Proposed Amendments(Deleted)(Interim Dividends)
Article 40. The Company may distribute dividends
from retained earnings as set forth inparagraph 5 of Article 454 of the Corporate
Law (referred as the “Interim Dividends”)
to shareholders or registered share pledgees
as specified or recorded in the register ofshareholders as of April 30 of every year.

(Deleted)(Newly established)(Decision-making Body for Distribution of Retained
Earnings, etc.)
Article 34. Unless otherwise provided by laws andordinances, the matters specified in each
item of paragraph 1 of Article 459 of the
Corporate Law, including distribution ofretained earnings, etc., may be determinedby resolution of the Board of Directors of
the Company.

(Newly established)(Record Date for Distribution of Retained Earnings)
Article 35. The record date for the year-end
dividends of the Company shall be October
31 of every year.
(2) The record date for the interim dividendsof the Company shall be April 30 of every
year.
(3) In addition to the provisions of theforegoing two (2) paragraphs, the Company
may distribute dividends from retained
earnings by specifying any other record
date.

(Newly established)(Newly established)(Annulment Term of Dividends)
Article 41. (Omitted)(Newly established)(Annulment Term of Dividends, etc.)
Article 36.
(Unchanged)
Supplementary Provisions
With respect to any acts performed prior to theconclusion of the 87th ordinary general meeting ofshareholders, the Board of Directors of the Company
may, pursuant to the provisions of paragraph 1 of
Article 426 of the Corporate Law, pass a resolution
to exempt corporate auditors (including former
corporate auditors) from liability for any damage
that may result from failure to execute their duties tothe extent required by laws and ordinances.

-9-

Proposal 3:

Election of Ten Directors (excluding Directors serving as Audit & Supervisory
Committee Members)

The Company is to shift to a company with Audit & Supervisory Committee, subject to the approval of
Proposal 2: Partial Amendments to the Articles of Incorporation. In line with this, the term of office of thecurrent eleven Directors will expire at the conclusion of this Annual Shareholders Meeting. Accordingly, theelection of ten Directors (excluding Directors serving as Audit & Supervisory Committee Members;hereinafter the same shall apply in this proposal) is proposed.
The resolution of this proposal shall become effective on the condition that Proposal 2: Partial
Amendments to the Articles of Incorporation is approved as proposed and the amendments to the Articles ofIncorporation become effective as a result of the resolution of Proposal 2.
The candidates for Directors are as follows:

No.

Name
(Date of birth)

Past experience, positions
and responsibilities
April 1979
April 2003
January 2007

Hitoshi Yamamoto(July 20, 1955)<Reappointment>
1

January 2009
January 2013
January 2015

Joined the Company
General Manager, Industrial Machinery Sales Dept.,
Machinery & Equipment Div.
Director
Deputy General Manager, Machinery & Equipment
Div. (in charge of Industrial Machinery Sales Dept.)
Managing Director
General Manager, Machinery & Equipment Div.
Senior Managing Director
General Manager, Chemical Product Div.
President (current position)

Number ofshares of theCompany
held

24,584(Reasons for selecting the candidate for Director)
Mr. Hitoshi Yamamoto has abundant operational knowledge and experience on the Company’s overall business withfocus on the machinery and equipment business and chemical products business. Since assuming office as
Representative Director in January 2015, he has duly performed his duties as a senior executive officer of the Group.
Therefore, the Company believes that he is qualified as a Director of the Company and reappoints him as a candidate for
Director.

November 1975
January 2005
Yoshito Honma(October 2, 1952)<Reappointment>
2

April 2008
January 2009
January 2011
January 2013

Joined the Company
General Manager, Environmental Equipment Sales
Dept., Machinery & Equipment Div.
General Manager, Osaka Branch OfficeDirector
President, Tomoe Machinery Service Co., Ltd.
Managing Director of the Company (current
position)
General Manager, Machinery & Equipment Div.
(current position)

21,895(Reasons for selecting the candidate for Director)
Mr. Yoshito Honma has abundant operational knowledge and experience on the Company’s overall business with focus
on the machinery and equipment business. Since assuming office as a Director in January 2009, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

- 10 -

No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1975
November 1999
April 2008

January 2009

Tetsuo Yamada(March 29, 1951)<Reappointment>

November 2010

3
January 2011

January 2013

January 2015

Joined the Company
General Manager, Electronic Materials Dept.,
Chemical Products Div.
General Manager, Advanced Materials Dept. andGeneral Manager, Nanotechnology Development
Dept., Chemical Products Div.
Director
Deputy General Manager, Chemical Products Div.
(in charge of Industrial Materials Dept. andElectronic Materials Dept.), General Manager,
Advanced Materials Dept. and General Manager,
Nanotechnology Development Dept., Chemical
Products Div.
Deputy General Manager, Chemical Products Div.
(in charge of Industrial Materials Dept., Advanced
Materials Dept., and Electronic Materials Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Electronic
Materials Dept., and Fine Chemicals Dept.)
Managing Director (current position)
General Manager, Chemical Products Div. (current
position)

Number ofshares of theCompany
held

17,977(Reasons for selecting the candidate for Director)
Mr. Tetsuo Yamada has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2009, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

Masayoshi
Fukasawa(January 14, 1952)<Reappointment>
4

April 1975
April 2007
January 2011

April 2013
January 2015

Joined the Company
General Manager, General Affairs Div.
Director
In charge of General Affairs Div. and Business
Coordination Div. and General Manager, General
Affairs Div.
In charge of General Affairs Div. and Business
Coordination Div. (current position)
Managing Director (current position)

14,265(Reasons for selecting the candidate for Director)
Mr. Masayoshi Fukasawa has abundant operational knowledge and experience on the Company’s overall business withfocus on the administrative division. Since assuming office as a Director in January 2011, he has duly performed duties
in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

- 11 -

No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1980
April 1988
April 2000
November 2005
January 2011

Akitomo Tamai(February 12, 1957)<Reappointment>
5

November 2012
January 2013

Joined JDC CORPORATION
Joined Elkem Japan K.K.
Joined the Company
General Manager, Industrial Materials Dept.,
Chemical Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept., Industrial Materials
Dept., and Fine Chemicals Dept.)
President, Tomoe Butsuryu Co., Ltd. (current
position)
President, Tomoe Trading (Shenzhen) Co., Ltd.
(current position)
Deputy General Manager, Chemical Products Div.
(in charge of Plastics Dept. and Industrial Materials
Dept.) and General Manager, China Business
Promotion Dept., Chemical Products Div. of theCompany

Number ofshares of theCompany
held

16,509(Reasons for selecting the candidate for Director)
Mr. Akitomo Tamai has abundant operational knowledge and experience on the Company’s overall business with focus
on the chemical products business. Since assuming office as a Director in January 2011, he has duly performed duties ingeneral as Director. Therefore, the Company believes that he is qualified as a Director of the Company and reappoints
him as a candidate for Director.

April 1976
November 2007
November 2010
Jun Ohashi(March 4, 1953)<Reappointment>
6

November 2011
January 2013

Joined the Company
General Manager, Quality Assurance Dept.,
Machinery & Equipment Div.
General Manager, Production Control Dept.,
Machinery & Equipment Div.
General Manager, Sagami Factory, Machinery &Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. (in charge of production) and General Manager,
Sagami Factory, Machinery & Equipment Div.
(current position)

12,025(Reasons for selecting the candidate for Director)
Mr. Jun Ohashi has abundant operational knowledge and experience on the Company’s overall business with focus on
the machinery and equipment business. Since assuming office as a Director in January 2013, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

- 12 -

No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1985
September 1989
November 2011
April 2014

Akiyoshi Shinoda(August 23, 1961)<Reappointment>

January 2015

7
April 2015

Joined Nippon Kaiji Kentei Kyokai
Joined the Company
General Manager, Chemical Products Sales Dept.,
Osaka Branch Office
General Manager, Fine Chemicals Dept., Chemical
Products Div.
Director (current position)
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept. andElectronic Materials Dept.) and General Manager,
Fine Chemicals Dept.
Deputy General Manager, Chemical Products Div.
(in charge of Advanced Materials Dept., Electronic
Materials Dept., and Fine Chemicals Dept.) (current
position)

Number ofshares of theCompany
held

10,926(Reasons for selecting the candidate for Director)
Mr. Akiyoshi Shinoda has abundant operational knowledge and experience on the Company’s overall business withfocus on the chemical products business. Since assuming office as a Director in January 2015, he has duly performed
duties in general as Director. Therefore, the Company believes that he is qualified as a Director of the Company andreappoints him as a candidate for Director.

April 1978
December 1978
August 1990
January 2009
Masahiko
Nakamura(March 10, 1956)<Reappointment>

January 20158
April 2015

Joined MARUDAI FOOD CO., LTD.
Joined Kyushu Setsubi Kosha K.K.
Joined the Company
General Manager, Environmental Equipment Sales
Dept., Machinery & Equipment Div.
Director (current position)
Deputy General Manager, Machinery & Equipment
Div. and General Manager, Environmental
Equipment Sales Dept.
Deputy General Manager, Machinery & Equipment
Div. (in charge of Environmental Equipment Sales
Dept.) (current position)

3,679(Reasons for selecting the candidate for Director)
Mr. Masahiko Nakamura has abundant operational knowledge and experience on the Company’s overall business withfocus on the machinery and equipment business. Since assuming office as a Director in January 2015, he has duly
performed duties in general as Director. Therefore, the Company believes that he is qualified as a Director of theCompany and reappoints him as a candidate for Director.

- 13 -

No.

Name(Date of birth)

Past experience, positions
and responsibilities
April 1981
April 2008

Toshiaki Yakura(May 31, 1958)<Reappointment>
9

October 2012
April 2014
January 2015

Joined The Fuji Bank, Limited
General Manager, Americas Business Operations
Department, Mizuho Corporate Bank, Ltd.
Joined the Company
General Manager assistant to Accounting Div.
General Manager, Accounting Div.
Director (current position)
In charge of Management Planning Dept. andGeneral Manager, Accounting Div. (current
position)

Number ofshares of theCompany
held

3,009

(Reasons for selecting the candidate for Director)
Mr. Toshiaki Yakura has abundant knowledge and experience with regard to accounting and management planning.
Since assuming office as a Director in January 2015, he has duly performed duties in general as Director. Therefore, theCompany believes that he is qualified as a Director of the Company and reappoints him as a candidate for Director.

10

Katsuhiko Ito(September 21,
1964)
<New
appointment>

April 1987
April 2013

Joined the Company
General Manager, Machinery & Equipment Dept.
Osaka Branch Office (current position)

2,814(Reasons for selecting the candidate for Director)
Mr. Katsuhiko Ito has been engaged in the machinery and equipment business since joining the Company and hasabundant knowledge and experience on said business overall. Therefore, the Company expects that he is capable of duly
performing his duties as a Director and appoints him as a candidate for Director.
(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering officers’
shareholding association or the Tomoe Engineering employees’ shareholding association.

- 14 -

Proposal 4:

Election of Four Directors serving as Audit & Supervisory Committee Members

The Company is to shift to a company with Audit & Supervisory Committee, subject to the approval of
Proposal 2: Partial Amendments to the Articles of Incorporation. Accordingly, the election of four Directors
serving as Audit & Supervisory Committee Members is proposed. The Audit & Supervisory Board has
previously given its approval to this proposal.
The resolution of this proposal shall become effective on the condition that Proposal 2: Partial
Amendments to the Articles of Incorporation is approved as proposed and the amendments to the Articles ofIncorporation become effective as a result of the resolution of Proposal 2.
The candidates for Directors serving as Audit & Supervisory Committee Members are as follows:

No.

Name
(Date of birth)

Mitsuo Matsumoto(April 14, 1951)<New
Appointment>

Past experience, positions
and responsibilities
July 1998
November 2007
April 2011
January 2013

January 2015
1

Joined the Company
General Manager, Accounting Div.
Accounting Director
Director
In charge of Accounting Div. and Management
Planning Dept.
Senior Standing Audit & Supervisory Board
Member (current position)

Number ofshares of theCompany
held

10,123(Reasons for selecting the candidate for Director)
Mr. Mitsuo Matsumoto served as a Director in charge of the Accounting Div. and Management Planning Dept. after
experiencing operations at the accounting division and has considerable financial and accounting knowledge. Sinceassuming office as a Standing Audit & Supervisory Board Member in January 2015, he has been duly auditing theexecution of duties by Directors and other matters. Therefore, the Company believes that he is qualified as a Director
serving as Audit & Supervisory Committee Member and appoints him as a candidate for Director serving as Audit &Supervisory Committee Member.

April 1975
April 2002

2

Toshiharu Murase(October 16, 1951)<Candidate for
Independent
Officer><Candidate for
Outside Director><New
appointment>

September 2003
June 2005
June 2008
January 2012
January 2013

Joined The Fuji Bank, Limited
General Manager of Shinjuku Branch, Mizuho Bank,Ltd.
Deputy Director-General, Mizuho Corporate Bank,
Ltd
Executive Officer, TAKACHIHO KOHEKI CO.,LTD.
Director and Vice President, Mizuho Factors,
LimitedOutside Audit & Supervisory Board Member of theCompany
Standing Audit & Supervisory Board Member(Outside Audit & Supervisory Board Member) of
the Company (current position)

3,159(Reasons for selecting the candidate for Outside Director)
Mr. Toshiharu Murase has long been engaged in corporate management and the banking business and has considerable
financial and accounting knowledge. Since assuming office as an Outside Audit & Supervisory Board Member inJanuary 2012, he has been duly auditing the execution of duties by Directors and other matters. Therefore, the Company
believes that he is qualified as an Outside Director serving as Audit & Supervisory Committee Member and appoints
him as a candidate for Director serving as Audit & Supervisory Committee Member.

- 15 -

No.

3

Name
(Date of birth)

Minoru Imai(January 22, 1947)<Candidate for
Independent
Officer><Candidate for
Outside Director><Reappointment>

Past experience, positions
and responsibilities
April 1969
July 1998
July 2000
July 2005
September 2006
February 2012
January 2015
February 2016

Joined the Tokyo Regional Taxation Bureau
District Director, Kobayashi Tax OfficeDistrict Director, Koto-nishi Tax OfficeDistrict Director, Honjo Tax OfficeOpened Minoru Imai Certified Public Tax
Accountant Office (to the present)
Outside Audit & Supervisory Board Member,
Kawasaki Geological Engineering Co., Ltd.
Outside Director of the Company (current position)
Outside Director (serving as Audit & Supervisory
Committee Member), Kawasaki GeologicalEngineering Co., Ltd. (current position)

Number ofshares of theCompany
held549(Significant concurrent positions)

Outside Director (serving as Audit & Supervisory Committee Member),
Kawasaki Geological Engineering Co., Ltd.
(Reasons for selecting the candidate for Outside Director)
Although Mr. Minoru Imai has never been directly involved in corporate management other than as an outside officer,
he has long been engaged in corporate taxation and has considerable financial and accounting knowledge. Sinceassuming office as an Outside Director in January 2015, he has been duly supervising the execution of duties byDirectors and performing his roles and responsibilities. Therefore, the Company believes that he is qualified as an
Outside Director serving as Audit & Supervisory Committee Member and appoints him as a candidate for Director
serving as Audit & Supervisory Committee Member.

4

Makoto Nakamura(September 28,
1955)<Candidate for
Independent
Officer><Candidate for
Outside Director><New
appointment>

April 1988
March 1993
January 2011

Admitted to the TOKYO BAR ASSOCIATION
Established Shinjuku Daiichi Law Office (to thepresent)
Outside Audit & Supervisory Board Member of theCompany (current position)

1,188(Reasons for selecting the candidate for Outside Director)
Although Mr. Makoto Nakamura has never been directly involved in corporate management, he is well versed incorporate legal affairs as an attorney-at-law and has considerable financial and accounting knowledge. Since assuming
office as an Outside Audit & Supervisory Board Member in January 2011, he has been duly auditing the execution ofduties by Directors and other matters. Therefore, the Company believes that he is qualified as an Outside Director
serving as Audit & Supervisory Committee Member and appoints him as a candidate for Director serving as Audit &Supervisory Committee Member.
(Notes)1. There are no special interests between each candidate and the Company.
2. The number of shares of the Company held by each candidate includes those held by the Tomoe Engineering officers’
shareholding association.
3. Messrs. Toshiharu Murase, Minoru Imai and Makoto Nakamura are candidates for Outside Director.
4. Messrs. Toshiharu Murase, Minoru Imai and Makoto Nakamura satisfy the criteria for independence of the outside
officers stipulated by the Company, in addition to the criteria for independent officers stipulated by the Tokyo Stock
Exchange. Therefore, the Company believes that each candidate’s independence has been fully secured. If this
proposal is approved, the Company will notify the Tokyo Stock Exchange of each candidate as an independent officer
stipulated by the Exchange.
5. Mr. Minoru Imai is currently serving as Outside Director of the Company. He will have served as Outside Director for
two years at the conclusion of this Annual Shareholders Meeting.
6. There are no special interests between the Company and Kawasaki Geological Engineering Co., Ltd., a company Mr.
Minoru Imai serves as Outside Director.
7. Mr. Mitsuo Matsumoto is currently serving as Standing Audit & Supervisory Board Member of the Company. He will

- 16 -

8.

9.

have served as Standing Audit & Supervisory Board Member for two years at the conclusion of this Annual
Shareholders Meeting.
Messrs. Toshiharu Murase and Makoto Nakamura are currently serving as Outside Audit & Supervisory Board
Members of the Company. They will have served as Outside Audit & Supervisory Board Members for five and six
years, respectively, at the conclusion of this Annual Shareholders Meeting.
Pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, the Company has entered into
agreements with Mr. Minoru Imai, current Outside Director, and Messrs. Toshiharu Murase and Makoto Nakamura,current Outside Audit & Supervisory Board Members, to limit their liabilities stipulated in Article 423, Paragraph 1 of
the Companies Act. The limit on liability for damages under the agreement is the minimum liability amount specified
in Article 425, Paragraph 1 of the Companies Act. If this proposal is approved and the four candidates are elected as
Directors serving as Audit & Supervisory Committee Members, the Company intends to enter into liability limitationagreements with each of them under the same terms and conditions.

Proposal 5:

Election of One Substitute Director serving as Audit & Supervisory Committee
Member

The Company is to shift to a company with Audit & Supervisory Committee, subject to the approval of
Proposal 2: Partial Amendments to the Articles of Incorporation. Accordingly, in preparation for thecontingency that the number of Directors serving as Audit & Supervisory Committee Members falls below
the number stipulated by laws and ordinances, the election of one Substitute Director serving as Audit &Supervisory Committee Member is proposed. The Audit & Supervisory Board has previously given its
approval to this proposal.
The resolution of this proposal shall become effective on the condition that Proposal 2: Partial
Amendments to the Articles of Incorporation is approved as proposed and the amendments to the Articles ofIncorporation become effective as a result of the resolution of Proposal 2. In addition, the resolution of this
proposal will expire at the beginning of the annual shareholders meeting held for the last business year
ending within two years after the resolution.
The candidate for Substitute Director serving as Audit & Supervisory Committee Member is as follows:
Name(Date of birth)
Tatsuo Hasunuma(September 8,
1952)<Candidate forindependent
officer><Candidate for
Outside Director><New
appointment>

Past experience, positions
and responsibilities
April 1971
July 2002
July 2008
July 2012
September 2013

Joined the Tokyo Regional Taxation Bureau
Professor, Research Department, National Tax College
Chief Examiner, Second Examination Group, Tokyo Regional
Taxation Bureau
District Director, Nerima-nishi Tax OfficeOpened Tatsuo Hasunuma Certified Public Tax Accountant
Office (to the present)

Number ofshares of theCompany held

0

(Reasons for selecting the candidate for Substitute Outside Director)
Although Mr. Tatsuo Hasunuma has never been directly involved in corporate management, he has long been engaged in corporate
taxation and has considerable finance and accounting knowledge. Therefore, the Company believes that he is qualified as an
Outside Director serving as Audit & Supervisory Committee Member and appoints him as a candidate for Substitute Director
serving as Audit & Supervisory Committee Member.
(Notes)1. There are no special interests between the candidate and the Company.
2. Mr. Tatsuo Hasunuma is a candidate for Outside Director.
3. Mr. Tatsuo Hasunuma satisfies the criteria for independence of the outside officers stipulated by the Company, in
addition to the criteria for independent officers stipulated by the Tokyo Stock Exchange. Therefore, the Company
believes that his independence has been fully secured.
4. In the event that Mr. Tatsuo Hasunuma assumes office as a Director serving as Audit & Supervisory Committee
Member, the Company will, pursuant to the provisions of Article 427, Paragraph 1 of the Companies Act, enter into anagreement to limit his liability for damages stipulated in Article 423, Paragraph 1 of the Companies Act. The limit on
liability for damages under the agreement will be the minimum liability amount specified in Article 425, Paragraph 1of the Companies Act.

- 17 -

Proposal 6:

Establishment of the Amount of Remuneration, etc. for Directors (excluding Directors
serving as Audit & Supervisory Committee Members)

Remuneration for Directors of the Company was approved in the amount of 20 million yen or less permonth at the 79th Annual Shareholders Meeting held on January 29, 2009, with no subsequent changes. The
Company is to shift to a company with Audit & Supervisory Committee, subject to the approval of Proposal
2: Partial Amendments to the Articles of Incorporation. Accordingly, by considering economic conditions
and other factors, remuneration for Directors (excluding Directors serving as Audit & Supervisory
Committee Members) is proposed in the same amount of 20 million yen or less per month.
In addition, the amount of remuneration for Directors (excluding Directors serving as Audit &Supervisory Committee Members) shall not include the employee salaries for Directors who serve
concurrently as employees.
The current number of Directors is eleven (of which, one is Outside Director). If Proposal 2 and Proposal
3 are approved as proposed, the Company will have ten Directors (excluding Directors serving as Audit &Supervisory Committee Members).
The resolution of this proposal shall become effective on the condition that Proposal 2: Partial
Amendments to the Articles of Incorporation is approved as proposed and the amendments to the Articles ofIncorporation become effective as a result of the resolution of Proposal 2.
Proposal 7:

Establishment of the Amount of Remuneration, etc. for Directors serving as Audit &Supervisory Committee Members

The Company is to shift to a company with Audit & Supervisory Committee, subject to the approval of
Proposal 2: Partial Amendments to the Articles of Incorporation. Accordingly, by considering economic
conditions and other factors, remuneration for Directors serving as Audit & Supervisory Committee
Members is proposed in the amount of 5 million yen or less per month.
If Proposal 2 and Proposal 4 are approved as proposed, the Company will have four Directors serving as
Audit & Supervisory Committee Members.
The resolution of this proposal shall become effective on the condition that Proposal 2: Partial
Amendments to the Articles of Incorporation is approved as proposed and the amendments to the Articles ofIncorporation become effective as a result of the resolution of Proposal 2.
Proposal 8:

Payment of Bonuses to Officers

By considering the operating results for the fiscal year ended October 31, 2016 and other factors,
payment of bonuses to five Directors (of which, one is Outside Director) and three Audit & Supervisory
Board Members in the total amount of 46,280,000 yen (32,386,000 yen for Directors excluding Outside
Director, 1,833,000 yen for an Outside Director, and 12,061,000 yen for Audit & Supervisory Board
Members) is proposed.

- 18 -

(Reference)
Selection criteria for outside officers of the Company
Outside officers and the candidates for outside officer of the Company shall be the individuals satisfying
the following criteria:
1. The individuals who are capable of directly supervising the matters regarding management ingeneral, financial and legal affairs, corporate governance and other issues that are deliberated or
resolved at the Board of Directors meetings.
2. The individuals who have insight, expertise and experience conducive to the sustainable growth andmedium- to long-term enhancement of corporate value of the Company, and are capable ofexpressing useful opinions and giving advice regarding the matters related to corporate management,
including business strategy, formulation of medium-term management plan, etc.
Criteria for independence of outside officers of the Company
Outside officers and the candidates for outside officer of the Company shall be the individuals that do not
fall under the following criteria 1 to 5. The applicable period for the criteria 2 to 5 shall be the present andthe past ten years.
1. Individual related to the Group
Director (excluding Outside Director), Audit & Supervisory Board Member (excluding Outside
Audit & Supervisory Board Member), Accounting Advisor, Executive Officer, Operating Officer or
employee (hereinafter, “Executive, etc.”) of the Company, or subsidiaries and affiliates of theCompany (hereinafter, “the Group”)
2. Shareholder and individual related thereto(1) A shareholder who holds 10% or more of the Company’s voting rights, or Executive, etc. of suchshareholder(2) An Executive, etc. of the company in which the Group holds 10% or more of voting rights
3. Individual related to business partner(1) Executive, etc. of a business partner that records a transaction amount with the Group equivalent
to 2% or more of said entity’s consolidated net sales or; Executive, etc. of a business partner withwhich the Group records a transaction amount equivalent to 2% or more of the Group’s
consolidated net sales(2) Executive, etc. of a financial institution from which the Group is borrowing an amount equivalent
to 2% or more of the Group’s consolidated total assets
4. Attorney-at-law, certified public accountant, tax accountant, etc.
(1) Certified public accountant, or employee or partner of an audit corporation, which is the
Accounting Auditor of the Group(2) An individual who receives an annual remuneration of 10 million yen or more from the Group as
attorney-at-law, certified public accountant, tax accountant or other consultant, in addition to the
remuneration as an officer
5. Others(1) A spouse or any family within the second degree of kinship of the individual that falls under theabove criteria 1 to 4
(2) Executive, etc. of a company, between which and the Group directors are mutually appointed(3) Executive, etc. of a company, between which and the Group mutually hold shares- 19 -